Welcome To A Not So Nice Place
by Rc1212
Summary: Life isn't fair here. Sometimes, to get what you want...you have to fight for it with everything that you have. You have to earn your happy ending here on Pandora girls. Disclaimer: I own nothing.


**Chapter One: **"_**Welcome….to the Unknown Sky."**_

**Irony**: _an outcome of events contrary to what was, or might have been, expected_.

"_How ironic, that this is how I die. To die after that….after hearing Madoka's…after finally knowing I wasn't alone anymore…I'm sorry Madoka, Sayaka…..Kyouko."_

"_Irony…"_

Mami hated that word. Hated how well it defined her, at that moment.

With those jaws closing in….

Mami could still remember the day when everything changed for her….the traffic "accident."

The day a Witch killed her parents.

After taking time to grieve for her parents Mami had decided to hunt down that Witch, to avenge her family and keep it from harming anyone else. The first few fights had been scary for her but Mami had pushed forward and defeated that horrible Witch. Embodied by her first successful Witch hunt and Kyubey's praise, Mami fully believed that things would get better. That she could make a difference in people's lives by being a Puella Magi and that she now had the power to keep others from experiencing that same crushing sadness that she experienced after the accident.

But as the fighting continued, as it became harder to have friends because of the witches….with Kyubey always away looking out for Witches and girls that could became Puella Magi…it just became too much. The loneliness just became too much for the little girl to handle all by herself.

Fighting against horrible monsters all on her own and forcing a brave face on for the world to see only to end up crying by herself when the sheer terror of everything, when the horrible nightmares caught up with her. With no one there to offer a shoulder for her to cry on and to listen when she just needed someone to talk to about her fears. When everything had become too much, when Mami had been giving real thought to just letting go…. Mami had met Kyouko for the first time.

Or, rather, Mami had saved Kyouko for the first time.

Mami had noticed someone in her territory earlier that week, but after what happened the last time someone invaded her area Mami had been a little nervous about meeting the invader. She didn't want to fight another Puella Magi again, let alone kill another Puella Magi. Not like last time.

Mami found her at a children's hospital just in time to see the Puella Magi enter a portal to the maze of the witch _Weisse Frauen_, who Mami had been tracking for the past three days since she first noticed the thing. Mami had at first stayed just outside of the portal to the witch's maze, waiting for the other girl to come back out. However Mami's curiosity eventually got the better of her. After giving it some thought she decided to go on ahead in and find the unknown Puella Magi. She figured it would be worth revealing herself to see first hand what the unknown Puella Magi could do.

Just in case.

When she looked back on it later on, Mami realized it had been a very good thing that she had. She hadn't found what she been expecting. The other Puella wasn't some scary girl intending to fight for her territory, she was…..

"_I can still remember…how it felt as if I was looking into a mirror…that naked fear….."_

The witch _Weisse Frauen _had simply been too strong for what Mami realized was an inexperienced Puella to handle all on her own. Sure, the other girl fought hard and even managed to wound _Weisse _but it just wasn't enough to win the battle. However, what the Puella Magi's desperate actions did do was buy time. Time that Mami needed in order to get though the Witches Maze and realize just what was going on before _Weisse _managed to kill the other Puella Magi when she finally found the battle. Without the witch _Weisse Frauen_ noticing Mami had quickly summoned dozens of her single-shot percussion-lock muskets all around the battle for the multi rifle finisher move she had developed not long after she started her career as a Puella Magi.

With a mighty roarthe muskets all fired powerful blasts of magic at _Weisse Frauen _from almost every direction. With the witch surrounded by a wall of magical bullets escape was all but impossible. The moment the bullets connected a massive explosion bloomed to life where the witch once was. Yellowish red flames danced around and formed into almost flower like shapes as the witch known as _Weisse Frauen_ was completely destroyed by the deadly if beautiful fire.

As the witch's maze dissolved around them Mami caught the younger girl before she could hit the ground. Her legs had been too badly carved up to support her any longer.

As she healed her legs Mami finally learned that the young Puella Magi's name was Kyouko. According to Kyouko, she had become a Puella Magi a week ago and had since than only fought two witches with _Weisse Frauen _being her second. Saying Kyouko was inexperienced compared to herself was something of an understatement, Mami thought to herself as she mulled over the situation.

As Mami absentmindedly listed to Kyouko talk about how "cool" she had been and how "awesome" her big attack was a thought occurred to her. What would it have been like, if someone had been there for her in the beginning other than Kyubey? Someone to show her the ropes?

"_How many times…did I wish someone had been there for me? How many mistakes…how much pain could have been avoid if I had someone there for me? Someone to guide to me…?"_

As Kyouko explained, in detail, how cool it would be if Mami taught her how to jump and move around like she did…..

"Do you really want to learn?"

"What? Oh heck yeah! You were so Cool! I've never seen anyone move like that before!"

"Ah, those were Parkour moves, you see. I was taught Parkour back when I was living in….."

Kyouko never knew it then, but she wasn't the only person who had been saved that day.

Kyouko, Mami learned, was a very passionate person. So full of hope and determination that Mami herself couldn't help but admire Kyouko a little. Couldn't help but be swept up in it and be a little be more hopeful herself about the future.

Though the girl did have a tendency to get carried away and badly overdo it sometimes…Mami honestly wouldn't have had it any other way.

"_Oh Kyouko…..you sure were something else, weren't you?"_

Working and spending time training with Kyouko helped to reenergize Mami. She had someone to fight right there beside her now, someone she could teach all the ins and outs of being a magical girl to.

What she knew of any way.

"_I could be so silly sometimes…"_

For the first time since the accident Mami didn't feel alone anymore. Before long Kyouko became more than just a student. She became her closest friend, the little sister she never had. In return for all of Mami's kindness Kyouko had done her best to help and support Mami, she even tried to teach her new things too when she could just as Mami had done for her. Kyouko even went out her way to make Mami a birthday present once. The first one Mami remembered getting since her parents had died. It had been a bowl…well, it was supposed to have been a bowl…

Mami hadn't cared. Too her, it might as well have been made out of gold.

"…_but I just didn't have the heart to tell her how…__**ugly**__…it was…she just looked so happy…and it wasn't like I really cared about something like that anyway at the time…."_

"_I can't remember the last time I cried like that…."_

Mami could still remember just how good it felt to know that someone not only trusted her to help them and watch their back, but that she could trust them to look out for her as well. Even when she didn't need it, it still meant so much…..

It was one of the happiest times of Kyouko and Mami's lives. If only it could have lasted for a while longer.

They hadn't left on the best of terms. Mami didn't really blame Kyouko for how she had acted. She understood why Kyouko said the things she had. Kyouko left the city not long after the incident, unable to stand the memory of what had happened to her family.

And once again Mami was left alone.

But Mami didn't let it keep her down for long. Didn't let the despair crush her like last time, the Kyouko she knew wouldn't have wanted that. Wouldn't have wanted her to let herself fade away. Even if Kyouko never came back, even if she stayed alone for the rest of her life…

She had people to protect. Kyubey couldn't find any other girls fit to be Puella Magi in the city, leaving Mami the only thing that stood between the innocent people of Mitakihara Town and the witches. And…..

Kyouko had fully believed that the greatest thing about being a Puella Magi wasn't getting your one wish granted but _having the power to make a difference. _Mami had decided, right then and there, that she would live up to that. That she would try with all of her heart and soul to be the hero Kyouko saw her as, the hero Kyouko wanted so badly to be.

"_That…..was easier said than done…but…Kyouko….for my little sister's dream, I was…still am…willing to give it my all…__**even my life**__."_

Unfortunately, she nearly ended up doing just that a week after Kyouko left. Another Puella Magi had showed up and this one had been determined to crush Mami's head in with a rather _happy grin_. The Puella Magi, who seemed strangely familiar to Mami, proved herself to be very skilled at fighting with her bare hands and very, very fast. Fast enough that she managed to stay right in front of Mami's face almost the entire fight. The constant pounding made it difficult for Mami to regain her balance or to use any of her rifles before the other girl crushed or dispelled them with her fists. She even seemed to be able to predict and counter Mami's every more.

Thankfully Mami managed to win the fight by figuring out that she could use the ribbons in her hair to catch the other girls hands and feet, giving Mami the chance she needed to finish the hostile Puella Magi off.

"_I…__**hated**__…having to do that….I still, even now, feel some regret for taking her life…but I didn't have a choice at that time…back than…did I? She killed those people when I wouldn't fight her…..just to draw me out and make me fight her…she hadn't hesitated at all… That obviously wasn't the first time that she had done something like that…" _

It was on the way home after the fight that she figured why she had so much trouble fighting that Magi and why she seemed so familiar. Mami had in fact seen her sitting on the bench outside her apartment on several occasions for the last **month. **The last time Mami had seen her sitting on that bench the girl had actually greeted her with a good afternoon with that same **weird grin**. Mami realized right there that the reason why her opponent could predict her moves so easily was because the other girl actually knew just how Mami fought from studying her and her fights without her even noticing it. Which meant that she would have known about Kyouko…

Mami never finished that thought.

"_Even now…I…merely even thinking about what might have happened if Kyouko hadn't left when she did scares me…and what might have happened had I lost…"_

The attack had shoved the mistake she'd been making the entire time into her face. She hadn't given any real thought to other Puella Magi attacking her. Before this Puella Magi showed up Mami had only fought one other girl to the death. Both of them were new to being Puella Magi and had very little in the way of fighting experience but, for whatever the reason was, the other Puella Magi had been dead set on killing Mami. Mami remembered that the only reason that she had won that fight was because she had been much stronger than the other girl. She had simply overwhelmed her opponent and killed her in a blind panic when the Puella Magi nearly took her head off. Mami had been too young, too new to know what that fight had meant at the time. Even after more than a year since that had happened it still hadn't fully sunk in that Puella Magi would kill each other over Greif Seeds or just for the fun of it like the one she had fought earlier, if the manic grin was anything to go by….she had thought of it only as a freak incident.

Mami hadn't realized witches weren't the most dangerous thing out there. Witches didn't, couldn't, study their enemy before a fight like Mami's opponent had done.

Most witches fought like berserkers, they used their sheer strength and bizarre powers to either defend themselves or attack with only the rare few that used tricks or showed signs of intelligence. Mami's entire fighting style had been based around her experience battling witches and their familiars, not against enemies that could think and plan ahead for their fights, enemies that weren't stuck _**inside a magical barrier**_. Nearly having her skull caved in by another Puella Magi made Mami realize just how inexperienced she really was. There was a lot more she needed to learn yet.

As she looked across the street from her home at the Shotokan dojo that her own father once attended, Mami decided that would be as good a place as any to get started on that problem.

Five months later an even stronger Puella Magi showed up to kill Mami in order to take her territory. The other girl had even got the drop on Mami and attacked while she wasn't transformed, however, her training allowed her to deflect the first blow instead of getting her skull craved in. This time the fight only lasted for ten or so minutes instead of half an hour.

Mami's extra training had paid off, needless to say.

Over the next year and a half Mami continued to protect Mitakihara Town from the growing number of witches even as she fought other Puella Magi who came to claim the town for their own or just to kill Mami for sport. Even as she learned how far Kyouko had fallen through _rumors_, even as the loneness ate away at her inside Mami did her best to persevere for the sake of Kyouko's dream and for the innocent people of Mitakihara Town.

It was on March the twenty-fifth, three years since she became a puella magi, when she was hunting the witch _Gertrud _that she would meet Madoka Kaname and Sayaka Miki for the first time…..

As the pressure and pain around her neck grew Mami could only think, _"I should have listened to Akemi…or used more gun…"_

As the darkness surrounded her…..

* * *

**Location:**

_**Planet**_: _Pandora_

_**Continent**_: _Arimathea_

_**Territory**_: _Ur Kaśdim; Samaria Mountain Range._

….a stinging pain shot though her back as a bright light burned it's way though her eye lids.

"_Wha..?"_

With a pained groan Mami sat up with one hand supporting her while she used the other to shield her eyes from the intense light.

After waiting for the spinning to stop, Mami pried her eyes open as she rubbed her aching neck to see…

Wide clear blue skies and a vast open desert filled with massive oddly shaped towers of stone and dead blackened trees greeted Mami when she had finally opened her eyes.

"What.…where…this…this isn't Charlotte's maz-ack," A painful cough interrupted her before she could finish. As her sore and bleeding throat burned hot from the pain Mami began to apply healing magic as she stared numbly at the sight at first, the drastic change in scenery and the pounding headache not helping her all that much. Looking around from where she was sat revealed more of the same.

Nothing but sand, stone, and….and….

"_That is __**Not **__a __**Cactus**__." _Mami found it hard to look away from the strange orange glowing "eye" like things that covered the…_cactus_. It almost felt like they were staring back at her. _"Good God that's __**creepy**__…it looks…natural…__**real**__…that isn't a Witch's creation," _Mami thought as a small shiver worked it's way down her spine. When she finally managed to look away from the cactus she noticed the other strange plants that dotted the landscape around her. _"Are those…giant mushrooms..," _some part of Mami's mind wondered distantly. A closer look revealed that there was indeed large mushroom like growths next to more of those weird cacti that she just now noticed happened to be rather close.

Too close.

Getting more than a little freaked out by the glowing eyed cacti Mami began to scoot backwards to get further away from the things when she bumped into something causing her to jump straight up in surprise with only her bruised throat keeping her from screaming out loud.

Mami quickly transformed into her puella magi attire as she spun around to see…

"…Kyo…uko?" Mami muttered in shock. While it had been some time since they had last seen one another Mami could still recognize the girl laying there next to…Madoka, Homura, and Sayaka?

"Am I seeing things? Are they…?"

A closer look revealed that it really was her friends and Homura scattered about on the ground near her former student, unconscious just like Kyouko. Unfortunately, like her, they weren't in the best of shape. Homura looked like a building had been dropped on top of her while Sayaka seemed to be horribly sick. She was sweating and moaning in her sleep. Kyouko and Madoka seemed to be the best off with only dark rings under their eyes, the kind people got from lack of sleep. Worried about her friends, her former student, and even Homura despite everything that happened Mami rushed over to them forgetting or just plain ignoring the nearly by…cacti and…other things.

Before she could even get to them, however, a loud growl from the side stopped Mami in her tracks.

Mami reacted instantly. She spun on her feet and turned around in a ready stance, prepared to summon a rifle at a moments notice.

Mami found herself face to face with an aggressive, all too real looking dog-like creature. A part of Mami's mind that had been honed over the years that she had spent fighting other magical girls, witches and familiars allowed her to analyze the thing in a clam and detached manner despite how hammered she felt at the moment. She noted the four legged beast was covered in what seemed to be thick organic armor plates and the large hook-like claws on its feet. She also noticed that there was something odd about the way the beast's jaws flexed as it growled at her. Mami narrowed her eyes at that, _"It…looks like there's a split going up to its head…three jaws maybe? Like that…one Witch's familiars."_

Mami stared intently with both her eyes and her magic as the creature took a step forward, "A familiar? No. The energy signature feels different and its existence doesn't shift at all….and it looks too real to be a familiar."

Mami chewed her lip thoughtfully as she glanced out the corner of her eye at the others for a moment before she looked away and focused back on the beast as it step forward once again with a deep grow, _"I need to get it further away from them…I don't know what this thing can do and any one of them could get hurt if a fight breaks out this close." _Mami frowned in thought, "_Maybe…if it works on loins…on real animals? This thing __**is **__real unlike Witches or familiars…it feels just like an animal does…maybe." _Just as it was about to move again Mami boldly took a couple of steps toward the creature, causing the beast to hesitant and move back a step. _"Good. It can feel fear too, just like a real animal should. I've made it nervous. Maybe I can scare it off." _Mami moved even closer toward the beast, once again making sure not to show any fear or hesitation in her walk.

The creature started to more back once more before it stopped and instead crouched down low on all fours, its body bulging as powerful muscles flexed and became taunt under the creature's hard bony armor.

Mami's eyes widened as she realized what the beast was about to do just seconds before the creature launched itself toward her at high speed. Mami cursed as she jumped to the side and performed a modified _Passement_. Landing on the ground one handed while bent sideways Mami secured her hand to the earth with magic before she kicked into the hide of the passing creature with both feet sending it flying away from the others and herself.

As the beast crashed into a pile of rubble Mami pushed off the ground and back onto her feet with a slight wobble as two sliver rifles dropped out of her skirt. She grabbed one of the rifles and took aim at the beast as it began to pull its head out of the newly formed crater.

"Okay," Mami winced as her legs twitched slightly, "that hurt a little bit. That thing is a lot heavier than I thought it was. That it could move like that under that much weight…" Mami's eyes narrowed as she watched the creature stand back up and turn around to face her once more. "That armor….felt almost like that time I kicked an armored car…"

It opened its three jaws wide and roared! The beast's tongue, almost longer than it was, lashed out at the ground with a whip crack and the rock fractured from the blow. Nasty green liquid oozed out of its mouth…..

Mami's eyebrow twitched, _"How gross." _

She fried.

The magical bullet tore though the air and flew down the beast's throat at high velocity, pushing the creature backwards several feet and smashing it into the crater it just got out of.

Mami sighed as she let the used up rifle fade away, _"That thing was hard to detect at close range…so there's no way I'm going to be able to know if there is any more of them around until there right on top of me." _Mami paused as something else occurred to her, "_My magic feels…different…lighter?" _Mami bit her lip,_ "I need to grab the others and find somewhere safe __**now**__. I can worry about…that later."_

She was just picking up the remaining rifle when she heard clapping from behind her. Surprised, Mami almost lost her balance as she quickly turned around to see Kyouko awake and in her puella magi outfit leaning against a oddly shaped rock.

"Well, your aim certainly got a lot better over the years." Kyouko tiredly gave Mami a forced grin as she tried to sit up.

"Kyouko, your awake!" Lowering her rifle Mami gave a happy, if shaky, smile as she walked over to her former student and gently but firmly forced her back down while she used healing magic to help alleviate her exhaustion while checking for other injuries. "Take it easy! You look like your barely conscious as it is. Does it hurt anywhere? Are you…?" Mami paused when she finally noticed the odd look Kyouko was giving her, "…what's with that look? Is something wrong?"

Kyouko almost seemed to stare though Mami for a moment before she let out a tired sigh and looked to where the other girl's hand was still on her shoulder, "Sorry. I feel like complete crap right now and….well…I didn't expect to see you anytime soon, Mami." Kyouko looked away as she admitted that, _"Of course I wasn't expecting to see you anytime soon! You're supposed to be dead!" _Kyouko glanced at Sayaka out the corner of her right eye, _"And…I blew myself and Sayaka to kingdom come when I detonated my __**Soul Gem**__…so…how are we here too, for that matter? Is this…the afterlife…?"_

Kyouko lowered her eyes as she genuinely considered the thought for a second before dismissing it completely.

"_No. This place doesn't look like heaven at all and while I might deserve to go to…there's no way Sayaka, Mami or Madoka would end up in hell…and despite how scary Homura can be, I doubt she'd end up there either."_

Mami took Kyouko's gesture to mean something else and decided to change the subject, "Kyouko, do you have any idea how we…." Mami stared open mouthed as the shadow cast by the oddly shaped tower of stone behind the group finally moved, revealing… "Oh wow, I must really be out of it if I didn't notice something like that…" Mami actually looked embarrassed.

"Mami?" Kyouko turned around as best as she could to see what Mami was staring at. Her breath caught in her throat at what she saw, "…Holy Crap! Is that what I think it is?"

A low, dry voice answered from the side with a slight deadpan, "If you mean a high rise building that's somehow fused with a cliff face, than yes, it is." Kyouko turned around to see Homura Akemi standing up somewhat unsteadily, one hand supporting her weight against a chuck of fused rock.

As Homura steadied her legs she pointed out toward the smaller towers in the distance that Mami and Kyouko now realized were chucks of skyscrapers that had also fused with the local stone. With both the shadow cast by the larger building behind them and the large potions of stone fused with the outsides, the rubble ended up looking like nothing more than rocky outcrops and towers of stone at first glance.

Kyouko and Mami being so out of it hadn't helped any, otherwise they would have noticed sooner.

With the sun almost directly overhead there was now enough light to recognize what the strange structures really were.

"It's the same with the ground we're walking on." As she limped over to them Homura gestured to the area around them, "The whole area is a mixture of concrete and local stone. Its all debris from the battle with Walpurgis Night, I think." Homura stopped and stood shakily just short of them, seeming to eye Mami for some reason.

Kyouko frowned at that, _"Walpurgis Night…has it been that long __**since**__…?" _Kyouko shivered slightly._ "And why are you looking at Mami like that, Homura?"_

"Walpurgis Night…? But Kyuubee said that it was…." Mami paused, suddenly looking pale. Mami glanced to the side at Madoka, Sayaka and Kyouko. "Akemi…how long has it been since I fought Charlotte?" Kyouko cocked an eyebrow at that, _"Has she…?"_

"Almost a month." Homura answered as she limped a little closer, still keeping her eyes on Mami.

Kyouko looked away and rubbed the back of her head when Mami gave her a questioning glance, desperation shining in her eyes.

Mami sucked in a sharp breath as panic briefly flashed across her pale face, before a look of pained realization set in and Mami closed her eyes with a sigh. Kyouko turned back to Mami, to say something when Mami just shook her head.

"I see." Mami said as she rubbed at the fading red line on her neck. "I died didn't I?"

Homura fidgeted for moment before she lowered her gaze and nodded.

Kyouko looked up at Mami and gave her a firm nod as she awkwardly placed her hand on Mami's shoulder.

Mami paused for a moment before nodding and opening her eyes, "Yes, the more I think about…as I clam down and…I think…I'm beginning to remember…I remember feeling the witch's teeth cutting right though my neck." Mami closed her eyes and stood up as she finished.

Mami sighed slightly, _"There's no way Homura or the others could have stopped the witch from biting my head off. Homura might have…no, must have killed the witch before it could…eat…Madoka and Sayaka." _Mami opened her eyes and looked over to Kyouko, who gazed back in swallowed heavily and let out a shakily breath,_ "Did everyone here…?" _

"Akemi…Kyouko." The girls in question looked up at Mami," did…anyone one…did everyone die..?" Mami's heart dropped at the look on Kyouko's face, "Kyouko…"

"Madoka and I were the only ones who were still alive when Walpurgis Night attacked." Homura limbed until she was right next to Kyouko, who noticed that Homura wasn't eyeing Mami oddly anymore. Instead Homura was watching Mami with what seemed to be relief.

"_Huh? Am I missing something? Was she worried that Mami would flip out? What about m-..Oh." _Kyouko pause in thought, _"I'm not in any shape to cause problems right now, not like Mami if she lost it…but why would she think that…Mami would…?" _

"Akemi…do you know.." Mami stopped and shook her head as color returned to her face, visibly claming down as she nodded to herself. _"No. That's not important right now, questions can wait. It's just too dangerous for that here. I couldn't sense that beast until is was right on top of us. Maybe I'm just really out of it or…" _Mami eyed the way Homura was standing, _"First things first, we need to patch each other up and check on the others. After that…maybe search the 'buildings' around us for supplies before finding someplace safe to 'camp' out."_

Course set Mami laid her remaining rifle against the same rock Kyouko was leaning on and walked over to Homura who was already sitting herself down while giving Mami a stiff nod, "Akemi, how bad is the leg? Is there any other injuries that need immediate attention? Or can they wait?"

Homura shifted to lay back against a phone booth that had fallen on its side before fusing with a concrete wall and a boulder, "The leg and two of my ribs are fractured…" Homura's face scrunched up in pain briefly as Mami prodded her leg with glowing hands , "…some internal bleeding. I do not believe it is that bad however…the worst of it has already heale-" Homura winced when Mami set to work on her sides.

"Sorry, but given the situation I can't afford to waste magic or time to numb the pain." Mami replied in a formal but gentle tone of voice, "That should do it. You were right about the bleeding, it wasn't that hard to take care of. As for your leg and ribs, try not to lift anything heavy for the next five or so hours please. I could fix it completely, but we can't afford to waste anymore energy or time right now." Homura stiffly nodded her thanks as Mami helped her to stand.

Mami frowned thoughtfully before asking, "Akemi," Mami stopped as she realized something right then. Mami bit her lip as she glanced to the side for a second and continued with a less formal tone, "Homura…do you feel up to…helping me search for supplies from…" Here Mami awkwardly gestured to the ruins around them, a tinge of pink on her cheeks.

"_God…I feel so embarrassed." _Mami grimaced slightly, _"Showing of to Madoka like that…leaving her trapped in a witches maze unable to defend herself…not really my best moment, was it?"_ An eyebrow went up. _"Not that my actions were totally unwarranted after what she said the night before but still…that was rude of me, she wasn't even being hostile…she really did look like she meant what she said too. She never actually attacked me either."_ Mami glanced back to see Homura prodding her sides thoughtfully, _"…and more importantly I missed an opportunity to see what she could do, unlike her. Homura's already seem me in action before. I __**know **__better then that." _Mami snapped back to attention when the other girl began speaking.

"Yes, I should have no problem helping." Homura gestured toward her shield and pulled out a black thermos, "We can use my shield to store anything we find, that way we won't need to drag it around with us. Can't really afford to do that anyway here."

Mami nodded her head while eyeing the thermos, "Your right." She looked over toward where the ugly…thing…was, "there might be more of them around here or something even worse. We need to hurry and find what we need first before the sun sets, if we can't find someplace safe to haul up in here we'll have to leave and look around…maybe a cave…" Mami cradled her chin in her hand while she thought.

Kyouko decided that she was tried of being ignored and voiced her opinion from where she lay, "Yeah, just like to ask what you two plan on doing about us? Cause hey, I ain't going nowhere fast, Sayaka and Madoka probably won't wake up anytime soon either. Beauty sleep and all that."

Kyouko grinned at the tinge of pink on Homura and Mami's cheeks, both of whom were embarrassed that they had overlooked that _little detail_. "Mami might as well just look for that 'someplace safe' to put us _before_ you guys go off looting while Homura here can guard us…and what's in that thermos? Cause I'm about to pass out over here. Fricking sun, cooking me like an egg…b-" Mami blushed slightly at the muttered swearing that followed.

"Apple Juice."

Mami blinked _"Huh? Why would she…?"_

"Homura…why would you have apple juice in your shield? I mean, grenades I can understand, heck even soda…but apple juice?" Kyouko almost looked like she was holding back a laugh as she asked the question Mami herself wanted to.

Homura frowned as she asked, "What's wrong with apple juice? Your thirsty, right? What does it matter?" Her frown deepened and her eyes narrowed ever so slightly at Kyouko. Kyouko felt the hairs on the back of her neck stand up at that.

Abruptly, Kyouko remembered who she was teasing.

"_Well…crap…"_

"Ah! Never mind! Sun must've baked my brain a little…or something." She laughed nervously while rubbing the back of her head. Kyouko quickly held out her hand toward Homura. "Anyway, hurry up and hand it over! God…I'm thirsty, why'd it have to be a desert?" Kyouko shook her head while Homura placed the thermos in her hand. "What else you got in there? A fridge?" She chuckled a little as she took a snip-

"Yes"

-Kyouko choked as Mami raised an eyebrow in interest. Kyouko turned back to Homura and asked, "What? Really?" At Homura's slow nod she leaned back and rubbed her chin for a monument before she started grinning. "So…you got a portable T.V. in there too? Games? Hey-"

"Yes, I have games too." Homura sighed in irritation, _"Got tried of having to buy the same…__**anything **__after __**every**__ loop_." She nodded at Kyouko while gestured to the ruins around them, "Sorry, Kyouko, but we don't have time right now. We can talk about it later."

"Yes, Homura is right." Mami gave one last look at Homura's shield before turning back to the rumble surrounding them. Mami hummed as she eyed a high rise that was planted straight up in the ground, looking taller and more stable then the rest. She bit her lower lip in thought for a moment before turning to Homura and Kyouko while pointing at it, "Somewhere high up might be a good place to stay. I think we'll be able to see the whole valley from up there too."

Kyouko nodded with a slight frown. "Yeah, if its sturdy enough we can crash there. Magic…night vision goggles," Kyouko glanced first at her slowly _brightening _Soul Gem then over to Homura to see her thoughtful nod, "will let us keep watch after the sun sets. Gonna have to close or trap the lower half of that scraper before we hit the hay….don't know about you guys, but I don't wanna wake up with something munching on me…" Kyouko pointedly looked back at the dog…beast…thing…before sticking her finger in her mouth and faking a gag, "God that thing smells like a sewer…can we get rid of it? Please?" Kyouko puffed out her bottom lip for good measure.

Mami glanced over at the beast. "Yeah, once you and the others are set up I'll….deal with it." The older girl grimaced as she scanned the area for a moment. "I…think that's a cliff over there…" Under her breath Mami muttered, "I hope…"

Homura stopped staring at her own Soul Gem odd glow to look at the building, "As for securing the building, I can rig some remote cameras out of the security cams from the buildings around us and equipment from the two stores over there." The dark haired girl pointed over at a Radio Shack and a store with it's front missing. Homura paused as she glance at her shield, thoughtful, before giving a nod, "I can also trap the area around the tower and the lower half."

Mami made a questioning noise, "With what?"

"Mines."

Mami blinked and gave the dark haired girl a thoughtful look while Kyouko stared, "How many do you have?"

"_I didn't get a chance to use all of them last time…" _The younger girl hummed for a second before deciding to answer with, "More than enough."

Nodding, Mami gave the shield another long look. _"Either she likes to conserve her energy or she doesn't have a very useful magic attack." _

Kyouko let out a small laugh while shacking her head, "She uses _grenades_…mines? Sure, why not. Next your gonna tell me you've got auto-turrets too? Like the ones from Call of Duty maybe?" Kyouko took another sip of the thermos.

Homura titled her head with a slightly amused smile, "My auto-turrets _would _be a better idea to use in the building than the mines. Can't risk damaging the structure anymore in its current state."

Kyouko sweat dropped. _"Ok…mines I can get. I've seen other girls use them against me too. But Auto-turrets? When could you possible use them…wait….how would you even Have those? SiFi much?"_

Mami hummed before setting off to the beast's corpse with a slight smile, "I'm sure there's a story behind that Homura. I'm getting rid of this before it attracts anything else and then I'm going to our chosen building to see if its safe. Kyouko, if you can, help Homura check over the others." Mami summoned several ribbons to grab the corpse before setting off toward the cliff with the corpse behind her.

"_Please be deep enough…that smell…."_

* * *

So, Yeah. This is my first real story. Please Read and Review. I'll try to address any common questions in the Authors Notes in the next chapter.


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